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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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In terms of Articles 41 and 42 of the Articles of Association of the Company

NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Monday 19 June 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.

Right to attendance and voting

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• To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 29 May 2023

• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 29 May 2023. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.

• To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 29 May 2023 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders’ right to appoint a proxy

• A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.

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• Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).

• Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.

• The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Monday 29 May 2023 by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.

• Proxy forms are available on the Company website www.kambi.com under the General Meetings section

• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid

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Agenda

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Drawing up and approval of the voting list

4. Approval of the Agenda

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5. Determination that the Meeting has been duly convened

6. Election of two persons to approve the minutes

Special Business (Extraordinary Resolutions)

7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,127,830 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2023 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)

8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and

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(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.

NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:

(a) the maximum number of shares that may be so acquired is 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 Annual General Meeting;

(b) the minimum price that may be paid for the shares is SEK1 per share;

(c) the maximum price that may be paid for the shares is SEK1,000 per share;

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(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2024 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)

9. Closing of the Extraordinary General Meeting

Information about proposals related to Agenda items

Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 11 May 2023 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.

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Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.

Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.

Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.

If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.

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New ProgressPlay Brand Launches with Delasport’s Sportsbook

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Delasport, a leading global provider of iGaming and Sportsbook solutions, is powering up yet another brand with its advanced sportsbook. The award-winning solution is now integrated with ProgressPlay’s renowned gaming platform.

This collaboration underscores the shared commitment of both companies to innovation, excellence, and delivering unparalleled gaming experiences.

ProgressPlay, a pioneer in providing high-quality, fully tailored turnkey solutions since 2012, has consistently set industry standards. By integrating Delasport’s award-winning sportsbook solution, ProgressPlay continues to strengthen its offering, empowering operators with the most advanced sports betting solution in the UK and beyond.

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“We are happy with expanding our partnership further with ProgressPlay and to be live soon with them soon in the United Kingdom as well,” said Rosaire Cavallaro, VP of Business Development at Delasport. “ProgressPlay’s mission aligns perfectly with ours to innovate and redefine the online gaming experience. Together, we aim to help operators exceed player expectations and achieve remarkable success in sports betting.”

ProgressPlay’s platform offers a comprehensive suite of services mainly in the United Kingdom, including Operations, CRM, Gambling Licenses, Player Management, Payment Processing, and Customer Care, supported by robust security measures and a commitment to regulatory compliance.

By incorporating Delasport’s modern sportsbook solution, ProgressPlay partners in the UK and beyond, can now access an unmatched sports betting experience, designed to engage players with personalization, unique betting features, and a seamless multi-device experience.

The post New ProgressPlay Brand Launches with Delasport’s Sportsbook appeared first on European Gaming Industry News.

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Dennis Ramirez

Mechoopda Casino to Suspend Operations Effective January 31, 2025

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The Mechoopda Indian Tribe has announced that the Mechoopda Economic Gaming Authority (MEGA) Board has made the decision to suspend operations at Mechoopda Casino. The final day of operations will be Friday, January 31, 2025.

The Mechoopda Casino says this decision comes after months of deliberation and efforts to address the various challenges affecting the casino’s operations.

Dennis Ramirez, Tribal Chairman of the Mechoopda Indian Tribe, said: “Suspending operations at the Casino is a heart-wrenching decision that affects not only our Tribe but also our valued employees, customers, and the surrounding community. While this chapter is closing, our commitment to the Casino’s long-term vision remains steadfast. For over 25 years, this project has been a cornerstone of our economic development goals, and we will continue to work toward its future reopening.”

The Tribe is taking steps to support both its employees and community partners during this transition period:

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Employee Support: The Tribe is committed to offering resources and guidance to assist team members through this difficult time.

Remaining Open Until January 31: The Casino will remain open through its final day of operation, giving guests the opportunity to enjoy the remaining days of service.

The post Mechoopda Casino to Suspend Operations Effective January 31, 2025 appeared first on Gaming and Gambling Industry in the Americas.

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Flavio Maria

Versus Systems Expands into Brazil, One of the World’s Largest Gaming Markets

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Versus Systems Inc. announced its expansion into Brazil, one of the largest global gaming markets with more than 100 million users and a reputation for embracing cutting-edge technologies. This expansion marks a significant milestone as the company continues growing its international footprint and leveraging its gamification platform to transform audience engagement across industries.

Heading the company’s Expansion into Brazil

Versus Systems has appointed Flavio Maria as the Country Manager. Mr. Maria brings extensive expertise in leadership and business strategy, with a strong background in marketing, gaming, startups, and business innovation. Previously Mr. Maria served as a Managing Partner at the M/Challenger Startup, Accelerator; the Founder & Chief Operating Officer of 1st11 Gaming Entertainment; and the Founder & Chief Executive Officer of Future Group.

He has also held senior leadership roles as the Chief Marketing Officer for PSN Network and Senior Vice President of Marketing – Latin America at Pepsi International. His deep understanding of local dynamics and his track record of driving business growth make him the ideal choice to lead Versus Systems’ Latin American expansion.

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“Mr. Maria’s appointment reflects our commitment to unlocking Brazil’s immense potential as a global gaming powerhouse. We’re thrilled to have him lead our efforts connecting with Brazilian gamers and delivering solutions that resonate with their passion for innovation,” said Luis Goldner, Chief Executive Officer of Versus Systems.

Unlocking Brazil’s Gaming and Innovation Potential

Brazil is one of the largest and most dynamic gaming markets worldwide, with a diverse consumer base ranging from casual mobile players to dedicated esports enthusiasts. With gaming revenues and digital engagement on the rise, the Brazilian market presents a significant opportunity for companies looking to innovate and connect with highly engaged audiences.

“Brazil is a cultural and technological hub that thrives on creativity and interaction. Its gaming community is not only vast but also deeply passionate about new and innovative experiences. We are excited to bring our gamification platform to Brazil, enabling brands to engage their audiences in ways that are both meaningful and memorable,” said Luis Goldner, Chief Executive Officer of Versus Systems.

A Platform Built for Engagement

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Versus Systems’ platform allows brands to offer rewards-based interactive experiences, enhancing engagement by making every interaction more dynamic and rewarding. By integrating into apps, games, and digital content, the platform provides unique opportunities for companies to connect with consumers, driving loyalty, and satisfaction. The platform also presents significant potential for brands to gamify campaigns around major sports and cultural events.

Versus Systems plans to tailor its offerings to local trends and consumer behaviors. In Brazil this includes tapping into the country’s vibrant esports scene, mobile gaming growth, and love for social and interactive experiences.

The post Versus Systems Expands into Brazil, One of the World’s Largest Gaming Markets appeared first on Gaming and Gambling Industry in the Americas.

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